Ferguson Completes Structural Reorganization: Shift from UK Listing to US-Domiciled Parent Company

NFTragedy · 2025-12-31T10:32:05+00:00

Ferguson plc has restructured to establish Ferguson Enterprises Inc. as its U.S. parent company, completing a merger and changing its listing on exchanges. This transition positions Ferguson as a leading distributor in North America's construction market.

NFTragedy

2025-12-31 10:32:05

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Strategic Corporate Realignment Concluded

Ferguson plc has successfully completed its previously announced corporate restructuring, establishing Ferguson Enterprises Inc., a Delaware corporation, as the new parent holding company for the entire Ferguson group. This marks a significant shift in the company’s corporate domicile from the United Kingdom to the United States, reflecting evolving strategic priorities for the $29.7 billion revenue distributor.

Merger Details and Share Exchange

The restructuring was formally executed on August 1, 2024, through a merger transaction involving Ferguson (Jersey) 2 Limited, a Jersey-incorporated entity created specifically for this purpose. Under the merger terms agreed upon on February 29, 2024, Ferguson plc shareholders received one share of common stock in Ferguson Enterprises Inc. for each ordinary share they previously held. This one-for-one exchange took effect at 12:01 a.m. Eastern Time on August 1, 2024, affecting all 201,343,253 outstanding shares.

Following the transaction, Ferguson plc now operates as a private subsidiary incorporated in Jersey, Channel Islands, having undergone re-registration and a name change to Ferguson (Jersey) Limited.

Exchange Listing Transitions

The corporate reorganization prompted significant changes to Ferguson’s exchange listings. Effective August 1, 2024:

All 201,343,253 Ferguson plc ordinary shares listed on the London Stock Exchange ceased trading on the LSE’s main market for listed securities
The same quantity of Ferguson Enterprises Inc. common stock was simultaneously admitted to trading on the LSE under the equity shares category
Ferguson plc’s shares delisted from the New York Stock Exchange, with Ferguson Enterprises Inc. shares commencing NYSE trading on the same date
Both exchanges will feature the identical ticker symbol: “FERG”

Company Scale and Market Position

Ferguson maintains its position as the largest value-added distributor serving specialized professionals across North America’s $340 billion residential and non-residential construction market. The company operates approximately 1,700 locations with roughly 35,000 employees, headquartered in Newport News, Virginia. Its service portfolio encompasses plumbing, HVAC systems, appliances, lighting, PVF solutions, water and wastewater infrastructure, and complementary services tailored to complex construction projects.

Regulatory Compliance and Investor Notice

This announcement complies with applicable securities regulations and does not constitute an offer to sell securities or a solicitation of any vote. The company emphasizes that any future securities offerings will be conducted through prospectuses meeting Securities Act Section 10 requirements.

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